SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Qilian International Holding Group Limited
(Name of Issuer)
Ordinary shares, $0.00166667 par value per share
(Title of Class of Securities)
G7307E107
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) | |
| ¨ | Rule 13d-1(c) | |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
** CUSIP number G7307E107 has been assigned to the ordinary shares (“Ordinary Shares”) of the Issuer, which are listed on the Nasdaq Global Market under the symbol “QLI.”
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G7307E107 |
| 1 | Name of Reporting Person
Zhijiu Holdings Limited |
| 2 | Check the Appropriate Box if a Member of a Group
(a) ¨ (b) ¨ |
| 3 | SEC Use Only
|
| 4 | Citizenship or Place of Organization
British Virgin Islands |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
7,131,000 (1) | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
7,131,000 (1) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,131,000 (1) |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11 | Percent of Class Represented by Amount in Row 9
19.95%(2) |
| 12 | Type of Reporting Person
FI |
| (1) | Represents 7,131,000 ordinary shares indirectly held by Haiping Shi, the chief financial officer of the Issuer and sole shareholder of Zhijiu Holdings Limited. |
| (2) | The beneficial ownership percentage is calculated based on 35,750,000 ordinary shares of the Issuer issued and outstanding as of the date of this filing. |
| CUSIP No. G7307E107 |
| 1 | Name of Reporting Person
Haiping Shi |
| 2 | Check the Appropriate Box if a Member of a Group
(a) ¨ (b) ¨ |
| 3 | SEC Use Only
|
| 4 | Citizenship or Place of Organization
People’s Republic of China |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
7,131,000 (1) | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
7,131,000 (1) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,131,000 (1) |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11 | Percent of Class Represented by Amount in Row 9
19.95% (2) |
| 12 | Type of Reporting Person
IN |
| (1) | Represents 7,131,000 shares indirectly held by Haiping Shi through Zhijiu Holdings Limited. |
| (2) | The beneficial ownership percentage is calculated based on 35,750,000 ordinary shares of the Issuer issued and outstanding as of the date of this filing. |
| CUSIP No. G7307E107 |
ITEM 1.
| (a) | Name of Issuer: |
Qilian International Holding Group Limited
| (b) | Address of Issuer’s Principal Executive Offices: |
Jiuquan Economic and Technological Development Zone, Jiuquan City, Gansu Province, People’s Republic of China 735000
ITEM 2.
| (a) | Name of Person Filing: |
| (i) | Zhijiu Holdings Limited | |
| (ii) | Haiping Shi |
(collectively, the “Reporting Persons”)
| (b) | Address of Principal Business Office, or if None, Residence: |
The addresses of the Reporting Persons are:
| (i) | Zhijiu Holdings Limited |
OMC Charters, Wickham Cay 1, Road Town, Tortola, British Virgin Islands.
| (ii) | Haiping Shi |
Jiuquan Economic and Technological Development Zone, Jiuquan City, Gansu Province, People’s Republic of China 735000
| (c) | Citizenship: |
| (i) | Zhijiu Holdings Limited |
British Virgin Islands
| (ii) | Haiping Shi |
People’s Republic of China
| (d) | Title of Class of Securities: |
Ordinary Shares, par value $0.00166667 per share
| (e) | CUSIP Number: G7307E107 |
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ¨ | An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). |
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| Reporting Persons | Beneficial Ownership(1) | Percentage of Total Ordinary Shares(1)(3) | Sole Voting Power | Shared Voting Power(1) | Sole Dispositive Power | Shared Dispositive Power(1) |
| Zhijiu Holdings Limited(2) | 7,131,000 | 19.95% | 0 | 7,131,000 | 0 | 7,131,000 |
| Haiping Shi | 7,131,000 | 19.95% | 0 | 7,131,000 | 0 | 7,131,000 |
| (1) | Represents the number of ordinary shares indirectly held by Haiping Shi through Zhijiu Holdings Limited as of the date of this filing. |
| (2) | Zhijiu Holdings Limited is wholly owned and controlled by Haiping Shi. |
| (3) | The beneficial ownership percentage is calculated based on 35,750,000 ordinary shares of the Issuer issued and outstanding as of the date of this filing. |
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
Not applicable.
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 10, 2021
| Zhijiu Holdings Limited | |
| /s/ Haiping Shi | |
| Name: Haiping Shi | |
| Title: Sole Director | |
| /s/ Haiping Shi | |
| Name: Haiping Shi |
